Scandi Standard’s Annual General Meeting 2015

Scandi Standard’s Annual General Meeting (AGM) was held on 21 May 2015 in Stockholm.

Dividend
The proposed dividend of SEK 1.30 per share was approved by the AGM. The record date for the dividend was set to 25 May. Payment from Euroclear Sweden AB is expected to take place on 28 May.

Adoption of the Profit and Loss Statements and the Balance Sheets
The AGM resolved to adopt the Profit and Loss Statement and the Balance Sheet for the Parent Company as well as the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet for the Group for 2014.

Discharge from liability
The members of the Board of Directors and the CEO were discharged from liability for the fiscal year 2014.

Board of Directors
In accordance with the proposal of the Nomination Committee, Per Harkjaer was re-elected Chairman of the Board of Directors. Kate Briant, Ulf Gundemark, Michael Parker, Karsten Slotte and Helene Vibbleus were re-elected to the Board and Asbjörn Reinkind was elected new Board member.

Board of Directors’ Fees
The AGM resolved, in accordance with the Nomination Committee’s proposal, on a yearly fee to the Chairman of the Board of SEK 550,000 (previously SEK 440,000), and fees to other non-employed members of the Board, elected by the AGM, of SEK 275,000. Fees for Committee work to non-employee members of the Committees, elected by the AGM, were approved as follows; SEK 200,000 (previously SEK 100,000) to the Chairman of the Audit Committee and SEK 50,000 to each of the other members of the Audit Committee, SEK 50,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each of the other members of the Remuneration Committee.

Auditor
The AGM elected PricewaterhouseCoopers AB auditor for the period up until the end of the AGM 2016.

Guidelines for Remuneration to the senior management
In accordance with the Board of Directors' proposal, the AGM resolved to approve the Guidelines for remuneration for the senior management.

Long Term Incentive Program
In accordance with the Board of Directors’ proposals, the AGM resolved to approve LTIP (Long Term Incentive Plan) 2015 for key employees.

Authorization to acquire own shares
In accordance with the board of directors’ proposal, the Annual General Meeting resolves to authorize the board of directors to, on one or several occasions and until the next Annual General Meeting, resolve on acquisition of a maximum of 448,712 shares in the company and a maximum of 10 percent of all shares issued by the company, that acquisitions shall be made on Nasdaq Stockholm, that acquisitions shall be made at a price per share contained within the at each time prevailing price interval for the share and that payment for the shares shall be made in cash.

Transfer of own shares
In accordance with the board of directors’ proposal, the Annual General Meeting resolves to transfer a maximum of 390,184 of own shares to the participants in LTIP 2015 on the following conditions:

• The right to receive shares shall, with deviation from the shareholders’ preferential rights, be granted to the participants in LTIP 2015. Furthermore, subsidiaries within the Scandi Standard Group shall have the right to receive shares, free of consideration, and such subsidiaries shall be obligated to immediately transfer, free of consideration, shares to the participants in LTIP 2015 in accordance with the terms and conditions of the program.
   
  
• The participants’ right to receive shares are conditional upon the fulfilment of all terms and conditions of LTIP 2015 and that participants receive.
   
  
• The shares shall be transferred within the time period set out in the terms and conditions of LTIP 2015.
   
  
• The shares shall be transferred free of charge.
   
  
• The number of shares that may be transferred to the participants in LTIP 2015 may be recalculated due to share issues, splits, reverse splits and/or similar dispositions in accordance with the terms and conditions of LTIP 2015.

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